Right to Participate in Defense. Without limiting [Section 8.3(a)], the Indemnified Party shall be entitled to participate in, but not control, the defense of any Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless # the employment thereof has been specifically authorized by the Indemnifying Party in writing, # the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 8.4(a)] (in which case the Indemnified Party shall control the defense), or # the interests of the Indemnified Party and the Indemnified Party’s Indemnitees, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of such Persons under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting [Section 16.7(d)(i)], any Indemnified Party will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own cost and expense unless # the employment thereof has been specifically authorized by the indemnifying Party in writing, # the indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 16.7(d)(i)] (in which case the Indemnified Party will control the defense), # the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC.

No Right to Participate. Nothing in this LTIP shall be deemed or interpreted to provide a Participant or any non-participating Associate with any contractual right to participate in or receive benefits under the LTIP. No designation of a person as a Participant for all or any part of the Performance Period shall create a right to any Incentive Award, compensation or other benefits of the LTIP for any other Performance Period.

No Right to Participate. Nothing in this AIP shall be deemed or interpreted to provide a Participant or any non-participating Associate with any contractual right to participate in or receive benefits under the AIP. No designation of a person as a Participant for all or any part of the Fiscal Year shall create a right to any Incentive Award, compensation or other benefits of the AIP for any other Fiscal Year.

WSU Right to Participate. In addition to the equity stake described in [Section 3.2.2], in connection with the issuance of future common stock of Licensee, WSU would receive a Right to Participate Pro Rata in future financings on the same terms as other major investors in the financing (the “Right”). The Right shall be assignable by WSU to nonprofit entities associated with WSU; provided that WSU shall provide written notice of such assignment, including the identity of the assignee, to Licensee within [†] days after execution of such assignment.

No Continuing Right to Participate. A Key Executive shall not have any right to receive Incentive Compensation for an Incentive Cycle merely because he or she was granted an opportunity to earn Incentive Compensation for a prior Incentive Cycle. The right to participate in the Plan shall be subject to a new determination by the Compensation Committee each Incentive Cycle, and participation in the Plan during any one Incentive Cycle shall not confer any rights with respect to any subsequent Incentive Cycle.

Right to Monitor and Participate. An Indemnified Party that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party from whom the Indemnified Party has taken over control of defense of the claim pursuant to [Section 4.5(b)], nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnified Party or Indemnifying Party, but the fees and expenses of such counsel shall be borne by such Indemnified Party or non-controlling Indemnifying Party, as the case may be, and the provisions of [Section 4.5(c)] shall not apply to such fees and expenses; provided, that if the Indemnifying Party has elected to defend the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions, then the Indemnifying Party shall reimburse the reasonable fees and expenses of such counsel for the potential Indemnified Party. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, and whether or not participating in the defense of a claim, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party (with the reasonable out-of-pocket costs associated with such cooperation being at the expense of the Indemnifying Party). In addition to the foregoing, if any Indemnified Party shall in good faith determine that such Indemnified Party and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnified Party shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnified Parties.

Eligibility to Participate. Participation in the Plan shall be made available to a select group of individuals, as determined by the Board, who are providing services to the Company in key positions of management and responsibility. The determination as to the eligibility of any individual to participate in the Plan shall be in the sole and absolute discretion of the Board, consistent with the policies of the Company in place from time to time, and the decision of the Board in that regard shall be conclusive and binding for all purposes hereunder. The Administrator shall notify each individual selected by the Board of his eligibility to participate.

Eligibility to Participate. For any Plan Year, participation in the Plan shall be made available to # each individual who is a Director and # the individuals whose position qualifies for an equity grant under the Company's 2015 Omnibus Incentive Plan, as amended, or successor thereto, for the Company's fiscal year that ends within the Plan Year, as determined by the Compensation Committee. Each such individual will be notified by the Plan Committee of his or her eligibility to participate in the Plan, with such notification specifying the date of participation. The determination as to the eligibility of any individual to initially participate in the Plan or to continue as a Participant shall be made in the sole and absolute discretion of the Compensation Committee, whose decision in that regard shall be conclusive and binding for all purposes hereunder. Eligibility to participate in the Plan in one Plan Year does not guarantee eligibility to participate in any subsequent Plan Year.

. An Employee will become a Participant if the Employee has amounts credited to their Account under Article IV.